Constitution

1. 1.1 The board of directors of Bloomsbury Publishing Plc has resolved to establish a committee of the board to be known as the Remuneration Committee.

Membership

1. 2.1 The membership of the Committee shall be appointed by the board. All members of the Committee shall be non-executive directors of the Company and shall consist of a minimum of three members. A quorum shall be two members.
2. 2.2 The duties and responsibilities of a member of the Remuneration Committee are in addition to those set out for a member of the board of directors.
3. 2.3 The Chairman of the Committee shall be appointed by the board from amongst the independent non-executive directors

Attendance at meetings

1. 3.1 The Chief Executive, Group Finance Director or other executives shall attend all or part of a meeting at the invitation of the Committee. No executive shall take part in decisions on his or her own remuneration.
2. 3.2 At the discretion of the Chairman of this Committee, outside professional advisors may be in attendance for all or part of a meeting.
3. 3.3 The company secretary shall be secretary to this Committee.

Frequency of meetings

1. 4.1 The Committee shall meet at least twice a year and as frequently as is required.
2. 4.2 The timing and agenda of meetings is the responsibility of the Committee Chairman, subject to the expressed wishes of Committee members.

Authority

1. 5.1 The Committee is authorized to require the provision of such information, and access to such personnel, as it requires to discharge its responsibilities.
2. 5.2 The Committee is authorized to take outside professional advice as appropriate in particular to make external comparisons.

Duties

1. 6.1 The Committee’s purpose is to ensure that the group executive directors are fairly rewarded for their individual contributions to overall performance, and to demonstrate that the remuneration of executive directors is set by directors who have no personal interest in the outcome of their decisions and who will give due regard to the interests of the shareholders and to the financial and commercial needs of the group.
2. 6.2 The duties of the Committee shall be to consider and determine the remuneration (in all its forms) and associated matters of the executive directors. This requires the committee to:
   1. Determine appropriate remuneration in all its forms (including pension arrangements within the discretion of the Company’s scheme) of the group Chairman and Chief Executive, and the executive directors. This will bear in mind current market levels. The remuneration of the non-executives shall be a matter for the Chairman and executive members of the board.
   2. Measure the performance of key senior executives as a prelude to determining their annual remuneration, bonus rewards and award of long term incentives.
   3. See that, in exercising the rights to performance related compensation, benefits are related to the performance both of individuals and the group, and that they provide a long term incentive.
   4. Ensure that the Committee only makes recommendations which it can justify to shareholders and that the criteria on which performance is measured can be clearly explained.
   5. Give due regard to the contents of the Combined Code as well as the UKLA Listing Rules and associated guidance.

Reporting

1. 7.1 The Committee shall prepare each year a Remuneration Report in accordance with the requirements set out in the Directors’ Remuneration Report Regulations 2002.
2. 7.2 The Chairman of the Committee shall be available to answer members’ questions at the AGM in relation to the Remuneration Report which is required to be tabled for approved by the members at that meeting.